Chapter 2! Add in a few more characters here, and maybe get to some actual plot? Probably not plot. Not yet, sadly. More character introduction and things. I have sooo many ideas for this you don't understand. But remember, this IS an AU. So not everything will be as they are in the series.

Also, I might use English dub names for some characters, and romanized Japanese subbed names for others. I've only ever seen YGO Zexal subbed, and every other YGO dubbed. So if that makes you uncomfortable or irritates you or something, I'm sorry.

And I'm sorry for the long wait. I realize I uploaded this over 6 months ago. Since then, I have graduated high school and started college a bit far from home. So forgive me. Hopefully once this first year of college is over and I've become more accustomed to this change, chapters will come more often.

Disclaimers: I do not own the Yu-Gi-Oh! franchise. This story is purely for entertainment and proliferation of the muse.

Warnings for this chapter: Slight hints at spoilers to episode 45 of Yu-Gi-Oh! Zexal II. Nothing major. Just a name.

A faint noise made its way into Yugi's line of hearing. At first it was nearly non-existant, but then it began to grow, all the way from a faint buzz to it being enough to rouse him from his sleep. "...'re here! Yugi!" Yugi gave a mix between a whimper and groan, and tried to turn away from the familiar voice.

"Not yet, Grampa. Five more minutes..."

Jaden laughed and placed a hand on Yugi's shoulder, gently shaking him. "Yugi, come on! Wake up! We're here!"

Eyelids slowly opening, Yugi moved to sit up, a yawn escaping him. He didn't remember falling asleep, but apparently he had long enough to sleep through the remainder of the flight. "Huh?" Blinking the sleep from his eyes, Yugi looked out the window, only to see that the plane was no longer in the sky, but on a landing strip on an island. "We're... We're here!"

"That's what I've been saying!" Jaden said, pulling away from Yugi now that he was awake. "I think they're about to let us off the plane." He reached up and got his and Yugi's carry-on bags, handing the petite male his. He was rewarded with a 'thank you' from Yugi, and just nodded, more than happy to help his new friend.

It was another 15 minutes before Jaden, Yugi, and all the others were off the plane. The two freshman's eyes widened at the size of Duel Academy, their mouths dropping open in awe. A chuckle from Yusei brought them out of their amazed musings, the elder male placing one hand on each of their shoulders. "Welcome to your home for the rest of the school year, guys."

Crow and Jack had been a little ways away from the others, looking up into the sky. "What all planes have landed, Jack?" Crow asked, using a hand to shield the sun from blinding him.

"Well," Jack started, his gaze fixated on the sky, "I talked to the flight attendants and they said we're the second plane to land. The first to land came about an hour or so ago, from somewhere in the west. Those students went inside the Academy already."

"Ah. So is Yami here yet?"

"Nope."

Crow chuckled. "Good. I wanna see how he'll react to Yugi. They look like they could be brothers."

Jack opened his mouth to say something, but stopped when he saw a plane coming in. "Hey, look, you might get your wish sooner than you think. That could be his plane now."

Everyone watched as the plane began to come down to the landing strip next over, the plane a faint hue of red. Yusei gave a slight 'hmm' as the plane came to a complete stop, trying to see in the windows from where he was. "I could be wrong," He started, a look of concentration on his face, "but I think that's the Heartland City Plane."

Yugi blinked and looked up to him. "Heartland City?"

Yusei nodded. "Yeah. Just like how we got Yami last year, some really talented kids came from this place too. There's the Arclight Brothers: a junior named Christopher and a sophomore named Thomas. Though, very few people call them such. They tend go by 'Five' and 'Four', and tend to spell it out with roman numerals."

Jaden cocked a brow. "So... a 'V' and an 'I-V'?" He asked, saying the letters aloud.

Again, they were met with a nod. "Supposedly their youngest brother, Michael, is joining us this year. And if he follows the pattern his older brothers take, he'd be III."

"How great of duelists are they?!" Jaden asked, a smile coming onto his face.

"Well," Yusei began, "Chris was placed into Obelisk Blue his first year. That's a feat not many can pull off. Thomas was placed in Ra Yellow last year, though I'm not sure if he'll advance to Blue this year." He sighed and looked to the plane once more. "And then there's Astral."

"Astral?" Yugi and Jaden asked simultaneously.

Again, Yusei nodded. "Astral Orijinaru was a freshman last year. He currently lives in Heartland, but Jack, Crow and I have known him since we were children." Yusei hesitated for the slightest of moments, before continuing. "The four of us are orphans. We all met in the same orphanage, run by a woman named Martha. Crow, Jack, and I have all stayed in touch since then. But Astral was adopted by a man named Eliphas when we were young, and was taken to Heartland. We didn't see him again until last year, though we didn't realize it at first."

Yugi listened carefully to Yusei's words, a silent gasp escaping him upon hearing that his new friends were all orphans. While he himself wasn't an orphan, Yugi knew what it was like to grow up without one's mother and father around. But at least he had his grandfather.

"Is Astral good at dueling too?" Jaden asked happily.

Yusei blinked, then chuckled softly at Jaden's eagerness. "Yeah, he's a great duelist. He, like Yami and Chris, managed to get into Obelisk Blue his first year. Though he and Yami were the only two to do so last year. Not only that, but Astral is very intelligent. I think he does more observing than he does dueling. But when he duels, he leaves nearly nothing to chance, and calculates everything."

"Yeesh, he sounds like he needs to lighten up a little, and enjoy the game." Jaden said with a slight pout.

"Well, he is a bit of a stick in the mud at times." Chirped Crow, who had walked over from where he and Jack were. "We joked about getting him a girfriend last year, and he literally replied with 'But I have a few friends who are girls. Why do I need another?'" Crow laughed at his own words, a cheeky grin on his face. "I nearly died on the spot."

"He does tend to be in his own little world at times," Jack added as he followed Crow, folding his arms as he came to a rest beside the others. "But he's got a good heart."

Yusei nodded in agreement, then looked over to the plane once more, nodding in its direction. "Hey, they're all getting off. Let' see if we can spot him."

One by one, student by student exited the plane,and all seemed calm and orderly, until...

"Kattobingu daze, ore!"

All the teens blinked and flinched slightly, the sound of a male's rather loud cheer breaking through whatever peace there was in that second. A boy with black and pink spiked hair stood at the top of the stairs that led out of the plane, only to jump down to the bottom without touching a single step on the stairs. "Hah hah!" A proud smirk overcame him at that, and he looked up to the top of the stairs. "Did ya see that, Kotori?"

At the top of the steps, a girl with partially tied up green hair sighed, and shook her head, carefully walking down the stairs. "Yuma, you could have broken your legs!"

"Nah! I was totally feelin' the flow there!" Yuma said happily, awaiting his best friend at the bottom of the stairs. "And even if I did, I don't need legs to duel!"

Kotori frowned at that, a hand going to tug at Yuma's ear once she reached him. "That's not true! How do you think you'd walk up to someone and ask them to duel? You wouldn't be able to, not without help!"

A pout came to Yuma as Kotori tugged at his ear, his lower lip jutting out slightly. "Not the ear..."

With a sigh, Kotori released the hyperactive duelist from her hold, the two beginning to talk about what all would await them at their new school. Other students exited the plane, along with the Arclight brothers, whom Yusei pointed out to Yugi and Jaden. Chris, or V, was tall, and very mature looking. He had long silver hair, and his bangs were lightly tinted different shades of blue.

Next was Thomas, or IV. He wasn't as tall as V, perhaps a couple inches shorter, had colored hair that reminded Yugi of his own,and though they couldn't see it from their current stand point, Yusei claimed he had a nasty looking scar that reached from a bit above his right eye to his cheek.

Following behind them was a slightly smaller male than IV, looking almost feminine from this distance. He had short, pink hair, but had an excited look on his face, sticking close to V and IV.

"Is that Michael?" Yugi asked, looking up to Yusei. The elder male nodded, his eyes not coming off of the siblings getting off of the plane.

"Most likely." Yusei replied. "Though, I wouldn't get used to calling him that. Like I said, he's probably going to follow suit and have people call him III."

"Well his name isn't gonna affect how he duels, huh?" Jaden asked, a smile on his face. "Michael, III, whatever he wants to be called, so long as I can duel him! You said he's a freshman like me and Yugi, right? Chances are, we're bound to duel at some time!"

Yusei opened his mouth to respond, but was cut off by Crow. "Hey, Yusei!" Crow waved his hands and pointed to the plane. "It's Astral!"

The group all looked up to the top of the stairs, where Astral was the last student exiting the plane. He was a pale, slender male, with light blue - nearly turquoise - hair, that stuck straight up and curled somewhat at the top. Behind a pair of glasses were heterochromatic eyes; one silver, the other a slightly luminescent yellow. He kept a stoic expression as he stepped down the stairs, frowning slightly and raising an eyebrow as he passed a rather loud Yuma, the other male ranting about something to Kotori, something that Astral didn't care to pay attention to. All he knew was that the ride here, and the exit form the plane, gave Astral the impression that this guy was just a loud-mouthed idiot.

Astral made his way to Jack and the others once he saw them, Crow, Jack and Yusei greeting him happily with 'It's been a while's and 'How've you been's. Jaden eventually made his way over and introduced himself, leaving Yugi off to the side, watching all of them.

Yugi noticed little things. Astral really didn't seem to smile much, if at all. He tended to keep his arms folded, save the one moment he pushed up his glasses after Jaden gave him a friendly pat on the back. He also didn't seem to ever really raise his voice, but it was obvious he got annoyed when someone intterrupted him.

"Yugi." Jack spoke, a slight frown on his face. "What are you doing over there by yourself? Get over here and introduce yourself to Astral."

Yugi blinked, and realized he had just sorta been standing there, that everyone was looking at him by this point. "R-Right. Sorry." He said, a sheepish smile on his face, a hand going to rub the back of his head. He walked towards the others, extending a hand to Astral. "Hello. I'm Yugi. Yugi Mutou."

Astral hesitated a moment, looking over Yugi quickly before shaking the shorter male's hand briefly. "Greetings, Yugi. My name is Astral. I take it you are from the same city as the others. Tell me, you said your surname was Mutou? Not Sennen?"

"Yeah," Yugi said, nodding slightly. Sennen... Sennen... Where had he heard that name before? "Why?"

A frown was Astral's only response, as were a few seconds of silence. But the look on his face easily told all around them that he was thinking. "... Observation Number One: Atem's fans are as widespread as Domino City, and go as far in their admiration as to mimic his image."

Yugi's face flushed at that, understanding why Astral was asking what his last name was. He thought he was related to this Atem guy! There was no way they looked that much alike, was there? "E-Excuse me! This is how I've always looked! I've never met this Atem or Yami or whatever his name is! I don't know what he looks like! I didn't even know he existed until a few hours ago!"

Astral seemed slightly startled at Yugi's outburst, as did the others, though Astral quickly composed himself. "Forgive me. You look much like him. I assumed incorrectly. You honestly have not seen him?"

"Nope!" Jaden said, jumping to Yugi's defense. "We heard about him today at the airport, but that's it." Even he was curious as to how much Yugi looked like this guy, thinking Yugi looked rather unique, what with hair and eyes like that. "Do you have a picture so we can see this guy for ourselves?"

Almost instantly, Astral shook his head. "Why would I need to have a picture?" He lightly tapped at the side of his head with a finger. "I can remember what he looks like just fine."

Yugi couldn't help but laugh a little bit, while Jaden sighed and shook his head. "Fat load'a good that does for us."

"Hey, Astral." Crow walked closer to the teen, resting an elbow atop his head and leaning a bit against him. He was just playfully messing with him, but it was enough to get an unamused look from Astral. "What's with your little observation things going back to one? Weren't you up to like, 150-something last year?"

His expression not faltering, Astral didn't even bother to look up at Crow as he responded, reaching a hand up to shoo away the orange-haired male's elbow. "I have started over because this is a new school year. There will be new people, new classes, new professors, and new experiences. Ergo; new observations."

"Speaking of professors," Jack said, pointing over to where all the other students were gathered, "I think some have come to take us inside to join whoever got here first."

"That's probably for the best." Yusei added. "With us on the runway, it'd be a hassle for other planes to land."

Saying nothing, Astral began walking towards the other students, as they were being led inside. Crow folded his arms and frowned. "'Hey guys, I'm gonna head inside. Feel free to come with me.' Gee thanks, Astral. We'd love to join you." A huff escaped the Blackwings-user.

"You weren't kidding." Jaden said. "He is a bit of a stick in the mud."

"I don't think so." Yugi replied, a small smile on his face. "I like him. He seems like a good person."

"He is," Yusei said. "It just takes a little while to get used to him. He'd rather be caught up in his books and studying than bother with most people. And I can't say that I blame him. Duel Academy is basically a high school. You'll see just as much drama here as you'll see anywhere else."

"Well, I don't know about you lot," Jack interrupted, "but I'm taking a page outta Astral's book and heading inside." With that, the blonde began walking away, Crow rushing to catch up with him.

Yugi could feel the butterflies beginning to fly about in his stomach, and he looked at the school uneasily.

"You alright?" Yusei asked, noting his friend's discomfort.

"Yeah." Yugi nodded. "Just nervous."

Jaden smiled brightly, giving Yugi a pat on the back. "Don't be nervous! You got us! We can do this together."

Yugi looked up to Jaden, a weak smile on his face. "You're right." He said. He still couldn't help but feel nervous, but he had already made friends, so he'd be ok, right?

With that, Yusei looked up to the academy building before them, a gentle smile on his face. "Well guys, welcome to Duel Academy." He placed a hand on either boys' shoulder, then nodded slightly. "Come on. Let's join the others." The three of them began walking to the entrance, where an impatient Crow had been waiting for them, the four then going to meet up with all the other students.

Unbeknownst to them, a private jet had been heading down to the island, landing near silently on the landing strip. After a few moments, a door opened, and a lone young man jumped out, clad in leather, a golden pyramid handing around his neck. Vermilion hues took in their surrounding, their owner smirking.

A voice came came from behind the male, from a person still on the jet. "Mr. Sennen." The addressed male turned around, eyes meeting a luggage case. "Your luggage, sir."

"Ah," replied the baritone, "you have my thanks, Karim." He reached up and took the luggage from Karim, then peered through the door, looking to where the pilot was. "And thank you as well, Shada." Said man merely gave a nod.

"Are you sure you have everything, sir?" Karim inquired. "Your father isn't going to fly anything out to you for a while. He's dealing with financial matters with Industrial Illusions, remember. Sending his son to an academy run by their rival company doesn't look very good."

"Oh, hush." Yami said, waving a hand in dismissal. "Maximillion Pegasus wouldn't dare break any bonds he has with my father's company simply because I'm going to a school that's owned by Kaiba Corp. And even if they were threatening over something that stupid, they wouldn't do it still. not when Kaiba Corp would just be first in line to do business with us. Pegasus would not only lose his biggest business partner, but he'd practically gift wrap him for a rival company."

Karim sighed. "Atem, there's more to it than that. There's also-"

Atem shook his head. "It doesn't matter to me. Father can take care of it. For now, my place is here. You're free to go." He then turned and began walking away, but not before calling out, "Oh, and tell Isis to send me a message to whether Mahaad and Mana are attending this year!" And with that, he was gone, inside the building.

He didn't bother watching Karim and Shada fly off, rather walking around the school. He knew this place like the back of his hand - or so he assumed -, and figured he could make his way to the opening ceremonies in his own time. For now, he left himself to his thoughts.

Now, it was time to rule the school once again. And he was convinced that there was no one who could stop him.